Above Board Podcast

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  • Above Board: Regulatory and Enforcement Trends in the Life Sciences and Healthcare Industries In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn speaks with Edward Imperatore, a partner in Morrison Foerster’s Investigations + White Collar Defense practice group and former Assistant United States Attorney for the Southern District of New York, about the increasing securities enforcement focus on the life sciences and healthcare industry by the Securities and Exchange Commission and Department of Justice. The discussion includes trends and novel theories in the areas of insider trading and accounting and disclosure fraud, with takeaways from recent cases. Also discussed are best practices for public life sciences and healthcare companies to enhance internal controls and mitigate potential risks.
  • Above Board: What Boards and GCs Need to Know about Cyber Attacks In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn speaks with Linda Clark, partner in Morrison Foerster’s market-leading global Privacy + Data Security Group and former Chief Data Security Counsel for RELX, about the roles of GCs and directors in protecting and maintaining their companies’ cybersecurity and mitigating the damage caused by cybersecurity incidents. In her role at RELX, Linda led the data security legal compliance efforts in over 40 countries and across four different market segments worldwide.
  • Above Board: The DOJ and SEC on Cooperation and Clawbacks – Considerations for Directors In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn discusses recent developments at the DOJ, the SEC, and the U.S. Attorneys’ Offices regarding a variety of matters that are important for boards of directors and companies to consider when they approach corporate compliance issues with Morrison Foerster Securities Litigation, Enforcement, and White Collar + Investigations partners Adam Braverman, Jina Choi, and Christine Wong, each of whom has previously served in senior positions at either the DOJ or SEC. Topics of discussion include voluntary self-disclosure policies, the preservation of electronic communications, and corporate compensation and clawbacks.
  • Above Board: The Changing Landscape of Shareholder Activism In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn discusses shareholder activism with the firm's global Mergers & Acquisitions Group co-chairs, Spencer Klein and Brandon Parris. They discuss the key shareholder activism developments that boards of directors should be considering in 2023, including the latest developments with proxy contests and M&A activism, the rise of the “occasional activist,” the use of ESG considerations in advancing campaigns and the recent implications of the SEC’s universal proxy rule.
  • Above Board: The U.S. DOJ’s New Corporate Voluntary Self-Disclosure Policy In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn discusses the U.S. DOJ’s new corporate voluntary self-disclosure policy with Nate Mendell, the former Acting U.S. Attorney for the District of Massachusetts and partner in the firm’s Investigations + White Collar Defense practice, and James Koukios, former Senior Deputy Chief of the DOJ Criminal Division’s Fraud Section and co-head of the firm’s FCPA + Global Anti-Corruption practice. The new policy is intended to incentivize companies to voluntarily self-disclose misconduct to U.S. Attorney’s Offices and remediate misconduct by providing standardized benefits for doing so. The discussion outlines the essential components of the new voluntary self-disclosure policy and the pros and cons to be evaluated in a company’s potential decision to self-disclose.
  • Above Board: Corporate Responsibility and Risks: Human Rights in Europe and the US In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn discusses recent legal developments in human rights that are of concern to the boards of directors of public companies in the US and Europe with attorneys in the firm's Global Ethics + Compliance and FCPA + Global Anti-Corruption practices: San Francisco partner Stacey Sprenkel, London partner Gareth Rees KC, and Berlin partner Patrick Spaeth. In discussing corporate responsibility and risk related to human rights, topics for consideration include: preventing modern slavery, human trafficking, and unsafe working conditions; protecting freedom of association, free expression of faith, and personal data; and the impact of business activities on local communities and environments.
  • Above Board: Beyond the Breach: What Should Boards Think About? In this episode of the Above Board podcast, partner and host Dave Lynn speaks with Miriam Wugmeister, partner and co-chair of Morrison Foerster’s Global Privacy and Data Security Group, and Jackie Liu, a partner in Morrison Foerster’s Corporate Governance practice and a member of the Board of Directors of public company CEVA, Inc. They address the questions that a board should ask after a data breach has occurred, the implications for a company’s corporate governance, and key SEC disclosure considerations.
  • Above Board: Before, During and After a Breach: The Questions Boards Should Ask In this episode of the Above Board podcast, partner and host Dave Lynn speaks with Miriam Wugmeister, partner and co-chair of Morrison Foerster’s Global Privacy and Data Security Group, and Alex Iftimie, partner and co-chair of the firm’s Crisis Management Group, on cybersecurity exposure preparedness for board members.
  • Above Board: Ethics and Compliance Programs and the Role of the Board
    In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn speaks with partners James Koukios, former Senior Deputy Chief of the DOJ Criminal Division’s Fraud Section in Washington, D.C., and Stacey Sprenkel, a skilled investigations attorney who leads the firm’s Global Ethics & Compliance practice, on the importance of an effective ethics and compliance program for corporations and how the board of directors plays a critical role in that area.
  • Above Board: ESG Developments: A Spotlight on Disclosure: 12 April 2022
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Fredo Silva, San Francisco-based partner and co-chair of the firm’s Social Enterprise and Impact Investing practice, about the latest developments with regard to ESG disclosures for public companies, including voluntary disclosure developments and the SECs proposed disclosure requirements for climate change and human capital matters.
  • Above Board: Proposed Cybersecurity Disclosure and Reporting Requirements for U.S. Public Companies and Critical Infrastructure Entities: 1 April 2022
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with partners Alex Iftimie and Haima Marlier, who formerly served in senior counsel roles at the U.S. DOJ and SEC, respectively, on new initiatives to require disclosure and reporting of cybersecurity incidents against the backdrop of a heightened threat environment for cybersecurity risks. The discussion addresses the SEC’s recently proposed amendments to require real-time incident reporting and detailed disclosures regarding cybersecurity risk management, strategy, governance, as well as new legislation which will impose new cybersecurity incident reporting requirements for critical infrastructure entities.
  • Russian Sanctions in Response to the War in Ukraine: Considerations for Public Companies: 9 March 2022
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with John E. Smith, Washington, D.C.-based co-head of Morrison & Foerster’s National Security practice and former Director of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), about what boards of directors and companies should be focused on as the U.S. and other nations announce Russian sanctions in response to the war in Ukraine. Practical guidance is provided on issues such as how companies can keep track of these sanctions and the extent to which their business can be impacted.
  • Securities Class Action Litigation: Considerations for Boards: 7 January 2022
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Judson Lobdell, San Francisco-based partner and former Assistant U.S. Attorney, about securities class action litigation, which often arises following a significant decline in a company’s stock price. Judson provides an overview of the securities class action litigation environment, offers practical guidance on the risk factors that directors and management should consider, and provides tips on preparing for and responding to securities class action lawsuits.
  • 2021 Cyber Events Shaping the Horizon: 18 October 2021
    The alarming rise in cybersecurity attacks in 2021 has raised risk mitigation stakes to a new level for boards. In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with partners Alex Iftimie and Brandon Van Grack on the key cybersecurity threats facing boards of directors. Both are former senior DOJ officials who bring their vast experience in cybersecurity to analyze the top cyber events that have defined 2021 thus far and provide practical guidance in response to the following key questions: What are the key cybersecurity threats that boards of directors should be focused on? What role should boards be playing in a cyber incident like a ransomware attack? What action do you expect to see from U.S. government with respect to cybersecurity?
  • Responding to an Evolving Antitrust Landscape: 23 September 2021
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Alex Okuliar, Washington, D.C.-based partner and former senior DOJ and FTC official, on the Biden administration’s recent executive order calling for a broader “whole-of-government” approach to competition and possible implications for antitrust enforcement. Dave and Alex also touch on the key resolutions voted on by the FTC since Chair Khan’s appointment earlier this summer, as well as implications of the new approach for merger reviews. Practical guidance is provided on what corporate boards can do now to prepare for the change in approach to antitrust matters.
  • BlackRock's Stewardship Report 2021: 30 August 2021
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Arden Phillips, Vice President, General Counsel and Chief Compliance Officer of Tahzoo, a global user experience consultancy that provides digital content solutions to Fortune 500 clients, on corporate governance and board-related topics raised by BlackRock’s recently-issued 2021 stewardship report.
  • The Antitrust Enforcement Landscape and the Importance of Antitrust Compliance Programs: 1 July 2021
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Megan Gerking, Washington, D.C.-based partner and former trial attorney in the DOJ’s Antitrust Division, on the potential watershed moment in antitrust enforcement as we know it today. In this rapidly evolving regulatory landscape, it is important for boards of directors to recognize the benefits of a comprehensive antitrust compliance program. Further, as companies expand their focus on environmental, social and governance matters, boards and management must be particularly cognizant of antitrust compliance considerations.
  • How Will the SEC Approach a New Framework for Climate Disclosures?: 27 April 2021
    In this episode of the Above Board podcast, Morrison & Foerster partner and host Dave Lynn speaks with Alfredo (“Fredo”) Silva, San Francisco partner and co-chair of the firm’s Social Enterprise and Impact Investing Group, on the SEC’s possible future implementation of a global framework for climate disclosures and the potential ESG disclosure implications for public companies. Fredo and Dave touch on why the SEC has recently sought input on implementing a framework for climate change disclosures and formed a Climate and ESG Task Force, the guidance and rules already in effect, and what public companies and their boards of directors should be thinking about with respect to climate and ESG disclosure.
  • Above Board: 10b5-1 Plans: 16 March 2021
    In this episode of the Above Board podcast, Morrison & Foerster partner Dave Lynn speaks with Jina Choi, San Francisco partner and former director of the SEC’s San Francisco Regional Office, about Rule 10b5-1 Plans. Jina discusses what these plans are, how they get implemented, and how they are intended to mitigate the risk of insider trading. Dave and Jina examine the recent scrutiny around Rule 10b5-1 plans. Jina also gives valuable advice on what boards should be considering in relation to Rule 10b5-1 plans.
  • Above Board: Inspection Demands: 15 January 2021
    In this episode of the Above Board podcast, San Francisco-based securities litigation partner Mark R.S. Foster describes an issue that more and more boards are facing: how to best manage inspection demands from shareholders. Which shareholders can make these demands, which are expensive and risky for the recipient company? Can shareholders make the demand for any reason? What are the best practices for responding to an inspection demand?
  • Above Board: Changes to DOJ's Compliance Guidance: 16 December 2020
    In this episode of Above Board, Morrison & Foerster partner Dave Lynn speaks with James Koukios and Chuck Duross, heads of the firm’s FCPA and Global Anti-corruption practice, about the Department of Justice’s revised guidance on the evaluation of corporate compliance programs.
  • Above Board: Cybersecurity - What Boards Should Know Now: 01 December 2020
    In this episode of the Above Board podcast, Morrison & Foerster partner Dave Lynn speaks with Miriam Wugmeister, co-chair of MoFo’s preeminent Global Privacy and Data Security Group, and John Carlin, chair of the firm’s Crisis Management practice group, about directors’ roles in maintaining their companies’ cybersecurity, and mitigating the damage caused by a cybersecurity incident.
  • Above Board: California's Board Diversity Law: 29 October 2020
    In this episode of the Above Board podcast, Dave Lynn, a Washington, D.C.-based partner at Morrison & Foerster, speaks with Jackie Liu and Alexa Belonick, partners based in the firm’s San Francisco office, about a law requiring companies headquartered in California to have a certain number of board members from underrepresented communities.